Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Rent the Runway, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
76010Y202
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 76010Y202 | Schedule 13G | Page 1 of 15 |
| 1 | Names
of Reporting Persons Ares Corporate Opportunities Fund V, L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
169,383
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person PN
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 2 of 15 |
| 1 | Names
of Reporting Persons ACOF Investment Management LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type of Reporting Person
OO (Limited Liability Company)
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 3 of 15 |
| 1 | Names
of Reporting Persons Ares Management LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 4 of 15 |
| 1 | Names
of Reporting Persons Ares Management Holdings L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person PN
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 5 of 15 |
| 1 | Names
of Reporting Persons Ares Holdco LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 6 of 15 |
| 1 | Names
of Reporting Persons Ares Management Corporation
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person CO
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 7 of 15 |
| 1 | Names
of Reporting Persons Ares Voting LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 8 of 15 |
| 1 | Names
of Reporting Persons Ares Management GP LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 9 of 15 |
| 1 | Names
of Reporting Persons Ares Partners Holdco LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) x
|
| 3 | SEC
Use Only
| |
| 4 | Citizenship
or Place of Organization
| |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
169,383 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
169,383
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
169,383
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent
of Class Represented by Amount in Row 9 4.6%
|
| 12 | Type
of Reporting Person OO (Limited Liability Company)
|
| CUSIP No. 76010Y202 | Schedule 13G | Page 10 of 15 |
| ITEM 1. | (a) | Name of Issuer: |
Rent the Runway, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
10 Jay Street, Brooklyn, NY 11201.
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons” or the “Ares Entities.” This statement is filed on behalf of:
Ares Corporate Opportunities Fund V, L.P. (“ACOF V”)
ACOF Investment Management LLC
Ares Management LLC
Ares Management Holdings L.P.
Ares Holdco LLC
Ares Management Corporation (“Ares Management”)
Ares Voting LLC
Ares Management GP LLC
Ares Partners Holdco LLC (“Ares Partners”)
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is c/o Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.
| (c) | Citizenship of each Reporting Person is: |
The Reporting Persons are each organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
76010Y202
| CUSIP No. 76010Y202 | Schedule 13G | Page 11 of 15 |
ITEM 3.
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of September 30, 2024, based upon 3,652,722 shares of Class A Common Stock outstanding as of August 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on September 6, 2024.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Ares Corporate Opportunities Fund V, L.P. | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| ACOF Investment Management LLC | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Management LLC | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Management Holdings L.P. | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Holdco LLC | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Management Corporation | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Voting LLC | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Management GP LLC | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
| Ares Partners Holdco LLC | 169,383 | 4.6 | % | 0 | 169,383 | 0 | 169,383 | |||||||||||||||||
ACOF V is the record holder of the securities disclosed herein.
Ares Partners is the sole member of each of Ares Voting LLC and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met.
Ares Management is the sole member of Ares Holdco LLC, which is the general partner of Ares Management Holdings L.P., which is the sole member of Ares Management LLC, which is the sole member of ACOF Investment Management LLC, which is the manager of ACOF V.
Each of the Ares Entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over Board Members’ decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.
| CUSIP No. 76010Y202 | Schedule 13G | Page 12 of 15 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: x
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 76010Y202 | Schedule 13G | Page 13 of 15 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | November 8, 2024 |
| Ares Corporate Opportunities Fund V, L.P. | ||
| By: | ACOF Investment Management LLC, its manager | |
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF Investment Management LLC | ||
| By: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| Ares Management LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Holdings L.P. | ||
| By: | Ares Holdco LLC, its general partner, | |
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| CUSIP No. 76010Y202 | Schedule 13G | Page 14 of 15 |
| Ares Management Corporation | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Voting LLC | ||
| By: | Ares Partners Holdco LLC, its sole member | |
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| By: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| CUSIP No. 76010Y202 | Schedule 13G | Page 15 of 15 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement (previously filed). |